In the event Mr. Amen’s employment is terminated without “Cause” or by Mr. Amen for “Good Reason” (each as defined in the Agreement), he will be entitled to (i) any unpaid base salary through the date of termination and any accrued but unused vacation in accordance with Company policy; (ii) any unpaid bonus earned with respect to any fiscal year ending on or before the date of termination; (iii) reimbursement for any unreimbursed expenses incurred in accordance with Company policy through the date of termination; (iv) all other payments, benefits or perquisites to which he may be entitled under any applicable compensation arrangement or program or under the Agreement; (v) a pro rata Annual Incentive Plan bonus for the year of termination; and (vi) severance benefits under the Company’s Executive Separation Policy. In no event will the severance benefits be less than (i) a pro rata Annual Incentive Plan bonus for the year of termination; (ii) an amount equal to the product of (A) the sum of (1) Mr. Amen’s current base salary and (2) his average Annual Incentive Plan bonus (or his target bonus if termination occurs in 2006), multiplied by (B) two, payable in substantially equal installments in accordance with the Company’s regular payroll practices over a period of twenty-four (24) months; and (iii) continued participation for two years in all welfare benefit plans subject to satisfaction of any premium co-pay obligation. In the event Mr. Amen obtains other employment that offers comparable welfare benefits, then the benefit coverage would be reduced by such comparable benefits to which he becomes entitled.

In the event of a “Change in Control” (as defined in the Company’s Executive Separation Policy) he would be entitled to severance benefits under the Executive Separation Policy that are no less favorable than those provided to senior executives generally; provided that in the event of a termination of employment without “Cause” or by Mr. Amen for “Good Reason”, in contemplation of or within two years after such a Change in Control, the severance multiplier set forth in the immediately preceding paragraph would be three rather than two and the benefits continuation period would be three years rather than two years.

The severance payments described above are subject to Mr. Amen’s compliance with the restrictive covenants referred to below, delivery to the Company of an executed general release, and resignation from all offices, directorships and fiduciary positions with the Company.

Under the Agreement, Mr. Amen is subject to restrictive covenants regarding non-competition, non-solicitation, confidentiality, cooperation and non-disparagement. If Mr. Amen’s employment terminates prior to a Change in Control and he fails to comply with the restrictive covenants (either during his employment or for a period of two years after his termination), the unexercised portion of any option or SAR, whether or not vested, and any other award not then vested will be immediately forfeited and canceled, no further severance benefits will be provided and Mr. Amen may be subject to a claw-back with respect to any paid severance benefits and certain other amounts.

Mr. Amen is entitled to be indemnified by the Company to the full extent provided by law.

There were no related party transactions between the Company and Mr. Amen reportable under Item 404(a) of Regulation S-K.

5.            ANNUAL BONUS: You will be eligible to participate in the Company’s Annual Incentive Plan (the “AIP”) at a level commensurate with your position. You will have the opportunity to earn a target annual AIP bonus measured against objective criteria to be determined by the Board (or a committee thereof) of one hundred twenty percent (120%) of Base Salary (“Target AIP Bonus”) and a maximum annual AIP bonus of one hundred eighty percent (180%) of Base Salary. Your 2006 annual AIP bonus shall be not less than one-half of your Target AIP Bonus.

6.            LONG TERM INCENTIVE: You will participate in the Company’s current Long-Term Incentive (LTI) Plan Cycles as follows:

(a)          2004 – 2006 Cycle: You will participate on a pro-rata basis assuming that your LTI target was $2,000,000. You will be guaranteed a payment equal to not less than your pro-rata LTI target, based on the number of days you are employed during the cycle divided by 1096.

(b)          2005 – 2007 Cycle: You will participate on a pro-rata basis assuming that your LTI target was $2,000,000. Your LTI payout will be based on Company performance, with no guaranteed minimum. Your pro-rated award will be based on the number of days you are employed during the cycle divided by 1095.

(c)          2006 – 2008 Cycle: You will receive a full (i.e., not pro-rated) award with an LTI target of $2,000,000. Your LTI payout will be based on Company performance, with no guaranteed minimum.

7.            INITIAL EQUITY CHOICE AWARD: You will receive an initial Equity Choice Award with a face value of $1,500,000. You may elect to receive such Award in the form of stock settled stock appreciation rights (“SARs”), purchased restricted stock and/or RSUs, with the value of the equity awarded based on the form of equity elected, all in accordance with the Equity Choice Program, and such award shall be granted at the regularly scheduled July 2006 Board meeting (or at such future meeting as shall be agreed between the parties). The Award will cliff vest on the third anniversary of the grant date.

8.            SIGN ON EQUITY AWARD: On your Commencement Date, you shall be granted 150,000 stock settled SARs, with each SAR having a 7-year term and a strike price equal to the fair market value of the Company’s common stock on the grant date. SARs will cliff vest on the third anniversary of the Commencement Date.

9.            FUTURE EQUITY GRANTS: Beginning in 2007, you will participate in all Company equity and LTI programs at levels commensurate with your position.

10.          EMPLOYEE BENEFITS; PERQUISITES; VACATION: You will be entitled to participate in all employee and executive benefit plans, programs and arrangements that the Company has adopted or may adopt, maintain or contribute to for the benefit of its senior executives at a level commensurate with your position, subject to satisfying the applicable eligibility requirements. You will be entitled to annual paid vacation in accordance with the Company’s policy applicable to senior executives, but in no event less than four (4) weeks per calendar year (as prorated for partial years). The Company shall provide to you all

The executive search firm Spencer Stuart was retained by the Board of Directors to assist in the search process.

About IFF

IFF is a leading creator and manufacturer of flavors and fragrances used in a wide variety of consumer products – from fine fragrances and toiletries, to soaps, detergents and other household products, to beverages and food products. IFF is dedicated to The Pursuit of Excellence in every area of its business, using knowledge, creativity, innovation and technology to continually provide customers with the highest quality products and service and superior consumer understanding.

IFF has sales, manufacturing and creative facilities in 31 countries worldwide. For more information, please visit our Web site at www.iff.com.
 

Cautionary Statement Under the Private Securities Litigation Reform Act of 1995

Statements in this press release, which are not historical facts or information, are “forward-looking statements” within the meaning of The Private Securities Litigation Reform Act of 1995. Certain of such forward-looking information may be identified by such terms as “expect”, “anticipate”, “believe”, “may” and similar terms or variations thereof. Such forward-looking statements are based on management’s reasonable current assumptions and expectations. Such forward-looking statements involve risks, uncertainties and other factors, which may cause the actual results of the Company to be materially different from any future results expressed or implied by such forward-looking statements, and there can be no assurance that actual results will not differ materially from management’s expectations. Such factors include, among others, the following: general economic and business conditions in the Company’s markets, including economic, population health and political uncertainties; interest rates; the price, quality and availability of raw materials; the Company’s ability to implement its business strategy, including the achievement of anticipated cost savings, profitability and growth targets; the impact of currency fluctuation or devaluation in the Company’s principal foreign markets and the success of the Company’s hedging and risk management strategies. The Company intends its forward-looking statements to speak only as of the time of such statements and does not undertake to update or revise them as more information becomes available or to reflect changes in expectations, assumptions or results.

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